According to the new amendments, before establishing a company, firm or acquiring a shareholding in a company in Slovenia all natural and legal persons from another EU Member State or a third country will have to prove to the registration authority and notaries, by way of the appropriate documents, that they meet the eligibility criteria under points 1 to 4 of the first paragraph of Article 10a of ZGD-1. To do so, a foreign national/entity must submit the following to the registration authority:

• certificate of impunity (certificate confirming that the person has not been convicted of economic offences, employment and social security offences, transactional crimes, assets/property crimes, environmental crimes, public health offences, or crimes of endangering the general of people and property);
• certificate attesting that the person is not a tax debtor and / or is not directly or indirectly have more than a 25% shareholding in the capital of a tax debtor; and
• certificate that the person has not been fined two or more times in the last three years by way of a final decision due to a misdemeanor regarding payment for work or misdemeanor relating to casual work.

For these purposes, the founder, entrepreneur or acquirer of the status of a shareholder will have to submit a statement from the relevant register (if no such thing exists, an equivalent document obtained from the competent authority from the home country will suffice) regarding the fulfillment of the eligibility criteria referred to in points 1 and 4 of Article 10a of ZGD-1 or certificate issued by the competent authority from the home country regarding the fulfillment of the eligibility criteria referred to in points 2 and 3 of Article 10a of the ZGD-1. These documents must not be older than 30 days at the time of submission and must be accompanied by a translation by a court-approved translator.

In previous editions of the Legal Buzz we reported on the duty to notify any direct foreign investment deriving from ZIUOOPE and about the know-your-customer procedure which lawyers must carry out when assisting in the establishment, purchase or sale of a commercial company. Company incorporation or acquisition of a shareholding by a foreign national/entity are in any case complex processes. The amendment to ZGD-1K does not make any significant changes in this regard. Nevertheless, we must not forget about the new requirements, otherwise the entire procedure can end up being inadvertently delayed.

Author:                  Martin Pirkovič, Associate